PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 12, 2001 [3M Logo] $56,000,000 MINNESOTA MINING AND MANUFACTURING COMPANY Floating Rate Notes due 2040 We will pay interest on the Notes on March 21, June 21, September 21 and December 21 of each year, commencing on March 21, 2001. Interest on each Note will be reset on March 21, June 21, September 21 and December 21 of each year, commencing on March 21, 2001, based on the 3 Month LIBOR Rate, as defined in this prospectus supplement, less 0.35% (or 35 basis points). The Holders of the Notes may require us to repurchase all or a portion of the Notes on December 21 of every third year, beginning on December 21, 2010, at the repurchase prices listed in this prospectus supplement, plus accrued interest on the Notes to the date we repurchase the Notes. If there is a Tax Event, as defined in this prospectus supplement, we have the right to shorten the maturity of the Notes to the extent needed so that the interest we pay on the Notes will be deductible for United States Federal income tax purposes. On the new maturity date, we will pay 100% of the principal amount of the Notes, plus accrued interest on the Notes to the new maturity date. We will issue the Notes only in denominations of $1,000 and integral multiples of $1,000. The Notes will be represented by one or more global Notes registered in the name of The Depository Trust Company, which will act as depositary. ----------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED ON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------- PER NOTE TOTAL -------- ----- Initial public offering price..................... 100.00% $56,000,000 Underwriting discount............................. 1.00% $560,000 Proceeds, before expenses, to the Company......... 99.00% $55,440,000 The initial public offering price set forth above does not include accrued interest, if any. Interest on the Notes will accrue from February 23, 2001. ----------- The underwriter will offer the Notes on a firm commitment basis, subject to various conditions. The underwriter expects to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company against payment in New York, New York on February 23, 2001. ----------- UBS WARBURG Prospectus Supplement dated February 20, 2001. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PAGE ------ About this Prospectus Supplement......................................... S-1 Description of Notes..................................................... S-1 Underwriting............................................................. S-8 Legal Opinions........................................................... S-9 PROSPECTUS About this Prospectus.................................................... 2 Where You Can Find Additional Information................................ 2 Risk Factors............................................................. 3 The Company.............................................................. 5 Ratio of Earnings to Fixed Charges....................................... 6 Use of Proceeds.......................................................... 7 Description of Debt Securities........................................... 7 Plan of Distribution..................................................... 18 Legal Opinions........................................................... 20 Experts.................................................................. 20 -------- NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS AN OFFER TO SELL ONLY THE NOTES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS CURRENT ONLY AS OF ITS DATE. -------- ABOUT THIS PROSPECTUS SUPPLEMENT You should read this prospectus supplement along with the prospectus that follows. Both documents contain information you should consider when making your investment decision. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. Capitalized terms used but not defined in this prospectus supplement have the meanings specified in the accompanying prospectus. DESCRIPTION OF NOTES The following discussion of the terms of the Notes supplements the description of the general terms and provisions of the "debt securities" contained in the accompanying prospectus and identifies any general terms and provisions described in the accompanying prospectus that will not apply to the Notes. GENERAL The Notes will be our general unsecured and senior obligations issued in an aggregate principal amount of $56,000,000. We will issue the Notes under an Indenture, dated as of November 17, 2000, as amended or supplemented from time to time, between us and Citibank, N.A., as trustee. You should read the accompanying prospectus for a general discussion of the terms and provisions of the Indenture. The Notes: * will be limited to $56,000,000 aggregate principal amount; * will mature on December 21, 2040; * will not be entitled to any sinking fund; * will be subject to defeasance and covenant defeasance as set forth in the accompanying prospectus; * will be issued only in registered, book-entry form, in denominations of $1,000 and any integral multiple thereof; and * will be repayable at the option of the Holders on the repayment dates and at the repayment prices specified herein. The Indenture and the Notes do not limit the amount of indebtedness that we or our subsidiaries may incur or issue, and do not contain any financial or similar restriction on us, except as described in the accompanying prospectus under the heading "Description of Debt Securities." INTEREST The Notes will bear interest at the "3 Month LIBOR Rate" (as defined below) less 0.35% (35 basis points). Interest will accrue from February 23, 2001 or from the most recent interest payment date on which we have paid or provided for interest on the Notes and is payable quarterly in arrears on March 21, June 21, September 21 and December 21 of each year commencing on March 21, 2001 (these dates are called "interest payment dates"). Except as described below for the first interest period, on S-1 each interest payment date, we will pay interest for the period commencing on and including the immediately preceding interest payment date and ending on and including the day next preceding that interest payment date. We will refer to this period as an "interest period." The first interest payment date will be March 21, 2001 and the first interest period will begin on and include February 23, 2001 and end on and include March 20, 2001. In the event that an interest payment date is not a business day, we will pay interest on the next day that is a business day, with the same force and effect as if made on the interest payment date, and without any interest or other payment with respect to the delay. For purposes of this prospectus supplement, a business day is a day other than a Saturday, a Sunday or any other day on which banking institutions in Minneapolis, Minnesota or New York, New York or the offices of the trustee or any paying agent for the Notes are authorized or required by law or executive order to remain closed. We will pay interest to the person in whose name the Note (or one or more predecessor Notes) is registered at the close of business fifteen calendar days before the applicable interest payment date. The 3 Month LIBOR Rate will be reset quarterly on March 21, June 21, September 21 and December 21 of each year, commencing on March 21, 2001 (each of these is called an "interest reset date"). "3 Month LIBOR Rate" means the rate for deposits in U.S. dollars for the 3-month period commencing on the applicable interest reset date that appears on "Telerate Page 3750" at approximately 11:00 A.M., London time, on the second London Banking Day prior to the applicable interest reset date; provided that the interest rate in effect from the date of issue to the first interest reset date will be based on the 3 Month LIBOR Rate as calculated on the second London Banking Day prior to the date of issue. If this rate does not appear on the Telerate Page 3750, the calculation agent will determine the rate on the basis of the rates at which deposits in U.S. dollars are offered by four major banks in the London interbank market (selected by the calculation agent) at approximately 11:00 a.m., London time, on the second London Banking Day prior to the applicable interest reset date to prime banks in the London interbank market for a period of three months commencing on that interest reset date and in a principal amount equal to an amount not less than $1,000,000 that is representative for a single transaction in such market at such time. In such case, the calculation agent will request the principal London office of each of the aforesaid major banks to provide a quotation of such rate. If at least two such quotations are provided, the rate for that interest reset date will be the arithmetic mean of the quotations, and, if fewer than two quotations are provided as requested, the rate for that interest reset date will be the arithmetic mean of the rates quoted by major banks in the City of New York, selected by the calculation agent, at approximately 11:00 a.m., New York City time, on the second London Banking Day prior to the applicable interest reset date for loans in U.S. dollars to leading European banks for a period of three months commencing on that interest reset date and in a principal amount equal to an amount not less than $1,000,000 that is representative for a single transaction in such market at such time. "Telerate Page 3750" means the display page so designated on the Dow Jones Telerate Service (or such other page as may replace such page on that service for the purpose of displaying London interbank offered rates of major banks). "London Banking Day" is any day in which dealings in United States dollars are transacted in the London interbank market. The interest rate on the Notes will in no event be higher than the maximum rate permitted by New York law as the same may be modified by United States law of general application. The calculation agent will, upon the request of the Holder of any Note, provide the interest rate then in effect. The calculation agent is Citibank, N.A. until such time as we appoint a successor calculation agent. All calculations made by the calculation agent in the absence of manifest error shall be conclusive for all purposes and binding on us and the Holders of the Notes. We may appoint a successor calculation agent without the consent of the Holders of the Notes. S-2 Interest on the Notes will be computed and paid on the basis of a 360-day year and the actual number of days in each quarterly interest period. REPAYMENT AT OPTION OF HOLDER The Notes will be repayable at the option of the Holder thereof, in whole or in part, on the repayment dates and at the repayment prices (in each case expressed as a percentage of the principal amount) set forth in the following table: Date Repayment Price ----------------- ----------------- December 21, 2010 99.00% December 21, 2013 99.25% December 21, 2016 99.50% December 21, 2019 99.75% and on December 21 of every third year thereafter at 100% of the principal amount, through and including December 21, 2037, in each case, together with accrued and unpaid interest, if any, to the repayment date (subject to the rights of Holders of record on relevant record dates to receive interest due on an interest payment date). In order for a Note to be repaid, the paying agent must receive, at least 30 but not more than 45 calendar days prior to the optional repayment date, the Note with the form entitled "Option to Elect Repayment" on the reverse of the Note duly completed, or a telegram, facsimile transmission or a letter from a member of a national securities exchange or a member of the National Association of Securities Dealers, Inc. or a commercial bank or trust company in the United States, which must set forth: * the name of the Holder of the Note; * the principal amount of the Note; * the principal amount of the Note to be repaid (which shall be equal to $1,000 or an integral multiple thereof); * the certificate number or description of the tenor and terms of the Note; * a statement that the option to elect repayment of the Note is being irrevocably exercised thereby; and * a guarantee that the Note to be repaid with the form "Option to Elect Repayment" duly completed will be received by the paying agent not later than the fifth business day after the date of such telegram, facsimile transmission or letter (and such Note and form duly completed are so received). The repayment option may be exercised by the Holder of a Note for less than the entire principal amount of the Note, but in that event the principal amount of the Note remaining outstanding after repayment must be in an authorized denomination. S-3 CONDITIONAL RIGHT TO SHORTEN MATURITY We intend to deduct interest paid on the Notes for United States Federal income tax purposes. However, there have been proposed tax law changes over the past several years that, among other things, would prohibit an issuer from deducting interest payments on debt instruments with long maturities. While none of these proposals has become law, there can be no assurance that similar legislation affecting our ability to deduct interest paid on the Notes will not be enacted in the future or that any such legislation would not have a retroactive effective date. As a result, there can be no assurance that a Tax Event (as defined below) will not occur. Upon the occurrence of a Tax Event, we, without the consent of the Holders of the Notes, will have the right to shorten the maturity of the Notes to the minimum extent required, in the opinion of nationally recognized independent tax counsel, such that, after the shortening of the maturity, interest paid on the Notes will be deductible for United States Federal income tax purposes or, if such counsel is unable to opine definitively as to such a minimum period, the minimum extent so required to maintain our interest deduction to the extent deductible under current law as determined in good faith by our board of directors, after receipt of an opinion of such counsel regarding the applicable legal standards. In such case, the amount payable on such Notes on such new maturity date will be equal to 100% of the principal amount of such Notes plus interest accrued on such Notes to the date such Notes mature on such new maturity date. There can be no assurance that we would not exercise our right to shorten the maturity of the Notes on the occurrence of such a Tax Event or as to the period by which such maturity would be shortened. In the event that we elect to exercise our right to shorten the maturity of the Notes on the occurrence of a Tax Event, we will mail a notice to each Holder of Notes by first-class mail not more than 60 days after the occurrence of such Tax Event, stating the new maturity date of the Notes. Such notice shall be effective immediately upon mailing. We believe that the Notes should constitute indebtedness for United States Federal income tax purposes under current law and, in that case, an exercise of our right to shorten the maturity of the Notes should not be a taxable event to Holders for such purposes. Prospective investors should be aware, however, that our exercise of our right to shorten the maturity of the Notes will be a taxable event to Holders for United States Federal income tax purposes if the Notes are treated as equity for United States Federal income tax purposes before the maturity is shortened, assuming that the Notes of shortened maturity are treated as debt for such purposes. "Tax Event" means that we shall have received an opinion of nationally recognized independent tax counsel to the effect that, as a result of one of the following events occurring on or after February 23, 2001, there is more than an insubstantial increase in the risk that interest paid by us on the Notes is not, or will not be, deductible, in whole or in part, by us for United States Federal income tax purposes: * any amendment to, clarification of, or change (including any announced prospective amendment, clarification or change) in any law, or any regulation thereunder, of the United States; * any judicial decision, official administrative pronouncement, ruling, regulatory procedure, regulation, notice or announcement, including any notice or announcement of intent to adopt or promulgate any ruling, regulatory procedure or regulation (any of the foregoing, an "Administrative or Judicial Action"), or S-4 * any amendment to, clarification of, or change in any official position with respect to, or any interpretation of, an Administrative or Judicial Action or a law or regulation of the United States that differs from the theretofore generally accepted position or interpretation. NOTES USED AS QUALIFIED REPLACEMENT PROPERTY Prospective investors seeking to treat the Notes as "qualified replacement property" for purposes of Section 1042 of the Internal Revenue Code of 1986, as amended, should be aware that Section 1042 requires the issuer to meet certain requirements in order for the Notes to constitute qualified replacement property. In general, qualified replacement property is a security issued by a domestic operating corporation that did not, for the taxable year preceding the taxable year in which such security was purchased, have "passive investment income" in excess of 25 percent of the gross receipts of such corporation for such preceding taxable year. For purposes of this passive income test, where the issuing corporation is in control of one or more corporations, all such corporations are treated as one corporation for the purposes of computing the amount of passive investment income for purposes of Section 1042. We believe that less than 25 percent of our affiliated group's gross receipts is passive investment income for the taxable year ended December 31, 2000. In making this determination, we have made certain assumptions and used procedures which we believe are reasonable. We cannot give any assurance as to whether we will continue to meet the passive income test. It is, in addition, possible that the IRS may disagree with the manner in which we have calculated our affiliated group's gross receipts (including the characterization thereof) and passive investment income and the conclusions reached herein. Prospective purchasers of the Notes should consult with their own tax advisors with respect to these and other tax matters relating to the Notes. The Notes are a new issue of securities with no established trading market. No assurance can be given as to whether a trading market for the Notes will develop or as to the liquidity of a trading market for the Notes. The availability and liquidity of a trading market for the Notes will also be affected by the degree to which purchasers treat the Notes as qualified replacement property. SAME-DAY SETTLEMENT Settlement for the Notes will be made by the underwriter in immediately available funds. The Notes will trade in the depositary's settlement system until maturity. As a result, the depositary will require secondary trading activity in the Notes to be settled in immediately available funds. BOOK ENTRY SYSTEM We have obtained the information in this section concerning DTC and its book-entry system and procedures from sources that we believe to be reliable, but we take no responsibility for the accuracy of this information. We will issue the Notes in the form of one or more fully registered global Notes which will be deposited with, or on behalf of, The Depositary Trust Company, New York, New York ("DTC"), which will act as depositary. The Notes will be registered in the name of DTC or its nominee. Ownership of beneficial interests in a global Note will be limited to DTC participants and to persons that may hold interests through institutions that have accounts with DTC ("participants"). Beneficial interests in a global Note will be shown on, and transfers of those ownership interests will be S-5 effected only through, records maintained by DTC and its participants for such global Note. The conveyance of notices and other communications by DTC to its participants and by its participants to owners of beneficial interests in the Notes will be governed by arrangements among them, subject to any statutory or regulatory requirements in effect. DTC holds the securities of its participants and facilitates the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of its participants. The electronic book-entry system eliminates the need for physical certificates. DTC's participants include: * securities brokers and dealers (including the underwriter); * banks; * trust companies; * clearing corporations; and * certain other organizations (some of which, and/or their representatives, own DTC). Banks, brokers, dealers, trust companies and others that clear through or maintain a custodial relationship with a participant, either directly or indirectly, also have access to DTC's book-entry system. Principal and interest payments on the Notes represented by a global Note will be made to DTC or its nominee, as the case may be, as the sole registered owner and the sole Holder of the Notes represented by the global Note for all purposes under the Indenture. Accordingly, we, the trustee and any paying agent will have no responsibility or liability for: * any aspect of DTC's records relating to, or payments made on account of, beneficial ownership interests in a Note represented by a global Note; * any other aspect of the relationship between DTC and its participants or the relationship between such participants and the owners of beneficial interests in a global Note held through such participants; or * the maintenance, supervision or review of any of DTC's records relating to such beneficial ownership interests. DTC has advised us that upon receipt of any payment of principal of or interest on a global Note, DTC will immediately credit, on its book-entry registration and transfer system, the accounts of participants with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global Note as shown on DTC's records. The underwriter will initially designate the accounts to be credited. Payments by participants to owners of beneficial interests in a global Note will be governed by standing instructions and customary practices, as is the case with securities held for customer accounts registered in "street name", and will be the sole responsibility of those participants. A global Note can only be transferred: * as a whole by DTC to one of its nominees; S-6 * as a whole by a nominee of DTC to DTC or another nominee of DTC; or * as a whole by DTC or a nominee of DTC to a successor of DTC or a nominee of such successor. Notes represented by a global Note can be exchanged for definitive Notes in registered form only if: * DTC notifies us that it is unwilling or unable to continue as depositary for such global Note and we do not appoint a successor depositary within 90 days of receiving that notice; * at any time DTC ceases to be a clearing agency registered under the Securities Exchange Act of 1934 and we do not appoint a successor depositary within 90 days of becoming aware that DTC has ceased to be registered as a clearing agency; * we in our sole discretion determine that such global Note will be exchangeable for definitive Notes in registered form and notify the trustee of our decision; or * an event of default with respect to the Notes represented by such global Note has occurred and is continuing. A global Note that can be exchanged under the preceding sentence will be exchanged for definitive Notes that are issued in authorized denominations in registered form for the same aggregate amount. Such definitive Notes will be registered in the names of the owners of the beneficial interests in such global Note as directed by DTC. Except as provided above, (1) owners of beneficial interests in such global Note will not be entitled to receive physical delivery of Notes in definitive form and will not be considered the Holders of the Notes for any purpose under the Indenture, and (2) no Notes represented by a global Note will be exchangeable. Accordingly, each person owning a beneficial interest in a global Note must rely on the procedures of DTC (and if such person is not a participant, on the procedures of the participant through which such person owns its interest) to exercise any rights of a Holder under the Indenture or such global Note. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of the securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a global Note. We understand that under existing industry practices, if we request Holders to take any action, or if an owner of a beneficial interest in a global Note desires to take any action which a Holder is entitled to take under the Indenture or a global Note, then (1) DTC would authorize the participants holding the relevant beneficial interests to take such action, and (2) such participants would authorize the beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them. DTC is: * a limited-purpose trust company organized under the laws of the State of New York; * a "banking organization" within the meaning of the New York Banking Law; * a member of the Federal Reserve System; S-7 * a "clearing corporation" within the meaning of the New York Uniform Commercial Code; and * a "clearing agency" registered under the Exchange Act. CONCERNING THE TRUSTEE In the ordinary course of its business, the trustee and certain of its affiliates have in the past and may in the future provide banking, credit, foreign exchange, derivatives, capital market and other services to us, including serving as trustee for other securities issued by us and certain of our subsidiaries. UNDERWRITING We have entered into an underwriting agreement and pricing agreement with respect to the Notes with the underwriter listed below. Subject to certain conditions, the underwriter has agreed to purchase the principal amount of Notes indicated in the following table: Principal Amount Underwriter of Notes ------------------ -------------------- UBS Warburg LLC $56,000,000 Notes sold by the underwriter to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus supplement. If all the Notes are not sold at the initial offering price, the underwriter may change the offering price and the other selling terms. The Notes are a new issue of securities with no established trading market. We have been advised by the underwriter that the underwriter intends to make a market in the Notes, but it is not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Notes. In connection with the offering, the underwriter may purchase and sell the Notes in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriter of a greater aggregate principal amount of Notes than they are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the Notes while the offering is in process. These activities by the underwriter may stabilize, maintain or otherwise affect the market price of the Notes. As a result, the price of the Notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriter at any time. These transactions may be effected in the over-the-counter market or otherwise. We estimate that the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $52,000. We have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933. S-8 The underwriter and its affiliates have, from time to time, performed banking, credit, foreign exchange, derivatives, financial advisory and investment banking services for us and certain of our subsidiaries, for which they have received customary fees and expenses. LEGAL OPINIONS The validity of the Notes will be passed upon for us by Gregg M. Larson, our Assistant General Counsel, and for the Underwriter by Faegre & Benson LLP, Minneapolis, Minnesota. Faegre & Benson LLP represents us and certain of our subsidiaries in other legal matters. S-9 [3M Logo] Minnesota Mining and Manufacturing Company 3M Center St. Paul, Minnesota 55144 (651) 733-1110 $1,500,000,000 MINNESOTA MINING AND MANUFACTURING COMPANY Debt Securities ------------- We may from time to time issue up to $1,500,000,000 aggregate principal amount of debt securities in supplements to this prospectus. We will provide specific terms of the debt securities in supplements to this prospectus. These specific terms will include the offering price and other information of the debt securities. You should read this prospectus and the applicable supplement carefully before you invest. When we issue the debt securities offered by this prospectus, they will be new securities without an established trading market. We may sell these securities to or through underwriters, and also to other purchasers or through agents. The names of the underwriters or agents, as the case may be, will be set forth in the accompanying prospectus supplement. INVESTING IN OUR DEBT SECURITIES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 3. ------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION, STATE SECURITIES COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------- This prospectus is dated January 12, 2001. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement (No. 333-48922) that we filed with the Securities and Exchange Commission using a "shelf" registration process. Under this process, we may sell in one or more offerings up to $1,500,000,000, or the equivalent in foreign or composite currencies, of debt securities. This prospectus provides you with a general description of the terms and conditions of the debt securities that we may offer. Each time we offer debt securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. To understand the terms of our debt securities, you should carefully read this document with the applicable prospectus supplement that together give the specific terms of the debt securities that we may offer. You should also read the documents we have referred you to in "Where You Can Find Additional Information" below for information on our company and our financial statements. The registration statement that contains this prospectus, including the exhibits to the registration statement, provides additional information about us and the debt securities offered under this prospectus. The registration statement can be read at the Securities and Exchange Commission, or the SEC, web site or at the SEC offices mentioned under the heading "Where You Can Find Additional Information". WHERE YOU CAN FIND ADDITIONAL INFORMATION We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities. Our SEC filings are also available at the office of the New York Stock Exchange. For further information on obtaining copies of our public filings at the New York Stock Exchange, you should call (212) 656-5060. Our SEC filings are also available to the public over the Internet at EDGAR Online, Inc.'s web site at http://www.freeedgar.com. We "incorporate by reference" into this prospectus the information we file with the SEC, which means we can disclose important information to you by referring you to those documents filed separately with the SEC. The information incorporated by reference is an important part of this prospectus. Some information contained in this prospectus updates the information incorporated by reference, and information that we file subsequently with the SEC will automatically update this prospectus. In other words, in the case of a conflict or inconsistency between information set forth in this prospectus and information incorporated by reference into this prospectus, you should rely on the information contained in the document that was filed later. We incorporate by reference the documents listed below that we filed with the SEC (File No. 1-3285) and any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the initial filing of the registration statement that contains this prospectus and before the time that we sell all the debt securities offered by this prospectus: * our Annual Report on Form 10-K for the year ended December 31, 1999, including information specifically incorporated by reference into our Form 10-K from our definitive Notice and Proxy Statement for our 2000 Annual Meeting of Stockholders, our Quarterly Report on Form 10-Q for the quarter ended June 30, 1987, our Form 8-K 2 dated November 20, 1996, our Form 8-K dated June 30, 1997, and Registration Nos. 33-48089 and 333-30689; * Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000; and * Current Reports on Form 8-K filed May 16, 2000, July 27, 2000, July 27, 2000, October 23, 2000, November 20, 2000, December 6, 2000, December 7, 2000 and January 11, 2001. You may request a copy of these filings, other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing, at no cost, by writing to or telephoning us at the following address: Office of the Secretary 3M Center Bldg 220-14W-06 St. Paul, MN 55144-1000 Phone: (651) 733-1529 Fax: (651) 733-2782 You should rely only on the information incorporated by reference or presented in this prospectus or the applicable prospectus supplement. Neither we, nor any underwriters or agents, have authorized anyone else to provide you with different information. We may only use this prospectus to sell debt securities if it is accompanied by a prospectus supplement. We are only offering these debt securities in states where the offer is permitted. You should not assume that the information in this prospectus or the applicable prospectus supplement is accurate as of any date other than the dates on the front of those documents. RISK FACTORS YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW BEFORE MAKING AN INVESTMENT DECISION. ADDITIONAL RISKS WE ARE NOT PRESENTLY AWARE OF OR THAT WE CURRENTLY BELIEVE ARE IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. DEPENDING ON THE TERMS OF A PARTICULAR DEBT SECURITY, WE MAY ALSO POINT OUT ADDITIONAL RISKS RELATING TO AN INVESTMENT IN THIS SECURITY IN A PROSPECTUS SUPPLEMENT. IN ASSESSING THESE RISKS, YOU SHOULD ALSO REFER TO THE OTHER INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS, INCLUDING OUR FINANCIAL STATEMENTS AND RELATED NOTES, AND IN THE APPLICABLE PROSPECTUS SUPPLEMENT. 3M IS THE SUBJECT OF VARIOUS LEGAL PROCEEDINGS, AND DUE TO THE INHERENT UNCERTAINTY OF LITIGATION, THERE EXISTS THE REMOTE POSSIBILITY THAT A FUTURE ADVERSE RULING COULD RESULT IN FUTURE CHARGES THAT COULD HAVE A MATERIAL ADVERSE IMPACT ON 3M. 3M and some of its subsidiaries are named defendants in a number of actions, governmental proceedings and claims, including environmental proceedings and products liability claims involving products that 3M now or formerly manufactured and sold. While 3M believes that a material adverse impact on its consolidated financial position, results of operations, or cash flows from any future charges arising from these legal proceedings is remote, due to the inherent uncertainties of litigation, there exists the remote possibility that a future adverse ruling could result in future charges that could have a material adverse impact on 3M. With respect to the environmental proceedings, 3M may be jointly and severally liable under various environmental laws, including the United States Comprehensive Environmental Response, 3 Compensation and Liability Act of 1980 and similar state laws, for the costs of environmental contamination at current or former facilities and at off-site locations at which 3M has disposed of hazardous waste. 3M has identified numerous locations, most of which are in the United States, at which it may have some liability for remediating contamination. Amounts expensed for environmental remediation activities are not expected to be material at these locations. Breast implant products liability claims are reported in 3M's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000. 3M and various other companies have been named as defendants in a number of claims and lawsuits alleging damages for personal injuries of various types resulting from breast implants formerly manufactured by 3M or a related company. In some actions, the claimants seek damages and other relief, which, if granted, would require substantial expenditures. These lawsuits purport to represent 4,514 individual claimants. 3M has confirmed that 111 of the 4,514 claimants have opted out of the class action settlement and have 3M implants. Approximately 93% of the claimants in these confirmed cases have alleged an unspecified amount of damages above the jurisdictional limit of the courts in which the cases were filed. As of September 30, 2000, we had eight claimants that filed lawsuits in the New York state courts alleging damages of $20 million each. All but one of these eight lawsuits has since been resolved. 3M believes that most of the remaining 4,403 claimants will be dismissed either because the claimants did not have 3M implants or the claimants accepted benefits under the class action settlement. Approximately 88% of these claimants have filed lawsuits that either do not allege a specific amount of damages or allege an unspecified amount of damages above the jurisdictional limit of the court. The rest of these claimants allege damages of approximately $300 million in their lawsuits. Approximately 390 claimants that have filed lawsuits in New York state courts have alleged damages in excess of $20 million each. 3M expects that all of these New York cases will be dismissed without payment for the reasons stated above. Based on 3M's experience in resolving thousands of these lawsuits, 3M believes that the amount of damages alleged in complaints is not a reliable or meaningful measure of the potential liability that 3M may incur in the breast implant litigation. Investors should place no reliance on the amount of damages alleged in breast implant lawsuits against 3M. 3M's best estimate of the remaining probable amount to cover all costs for resolving the breast implant litigation is $41 million. 3M believes that the ultimate outcome of these proceedings and claims, individually and in the aggregate, will not have a material adverse effect on the consolidated financial position, results of operations, or cash flows of 3M. However, there can be no absolute certainty that 3M may not ultimately incur charges for breast implant claims in excess of presently established accruals. While 3M believes that a material adverse impact on its consolidated financial position, results of operations, or cash flows from any future charges is remote, when litigation is involved there exists the remote possibility that a future adverse ruling could result in future charges that could have a material adverse impact on 3M. The estimate of the potential impact on 3M's financial position for breast implant litigation could change in the future. 3M also has recorded receivables for the probable amount of insurance recoverable with respect to these matters. As of September 30, 2000, 3M had remaining insurance receivable related to these matters of $527 million, which represents 3M's best estimate of the remaining probable insurance recoverable. 3M can provide no assurance that 3M will collect all amounts of the insurance recoverable with respect to these matters. For a more detailed discussion of legal proceedings involving 3M, see the discussion of "Legal Proceedings" in Part II, Item 1 of 3M's Quarterly Report on Form 10-Q for the period ended September 30, 2000, which is incorporated by reference. 4 THE COMPANY 3M was incorporated in 1929 under the laws of the State of Delaware to continue operations, begun in 1902, of a Minnesota corporation of the same name. 3M's principal executive offices are located at 3M Center, St. Paul, Minnesota 55144 (telephone: 651-733-1110). 3M is an integrated enterprise characterized by substantial intercompany cooperation in research, manufacturing and marketing of products. 3M's business has developed from its research and technology in coating and bonding for coated abrasives, the company's original product. Coating and bonding is the process of applying one material to another, such as abrasive granules to paper or cloth (coated abrasives), adhesives to a backing (pressure-sensitive tapes), ceramic coating to granular mineral (roofing granules), glass beads to plastic backing (reflective sheeting), and low-tack adhesives to paper (repositionable notes). 3M is among the leading manufacturers of products for many of the markets it serves. In all cases, 3M products are subject to direct or indirect competition. Most 3M products involve expertise in product development, manufacturing and marketing, and are subject to competition from products manufactured and sold by other technically oriented companies. Our strategic business units have been aggregated into six reportable segments: Industrial Markets, Health Care Markets, Transportation, Graphics and Safety Markets, Consumer and Office Markets, Electro and Communications Markets and Specialty Material Markets. These segments bring together common or related 3M technologies, enhancing the development of innovative products and services and providing for efficient sharing of business resources. These segments have worldwide responsibility for virtually all 3M product lines. A few miscellaneous businesses and staff-sponsored products, as well as various corporate assets and corporate overhead expenses, are not assigned to the segments. When we refer to "3M", "our company", "we", "our", and "us" in this prospectus under the headings "The Company" and "Ratio of Earnings to Fixed Charges", we mean Minnesota Mining and Manufacturing Company and its consolidated subsidiaries unless the context indicates otherwise. When these terms are used elsewhere in this prospectus, we refer only to Minnesota Mining and Manufacturing Company unless the context indicates otherwise. 5 RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the ratio of earnings to fixed charges for the periods indicated: NINE MONTHS YEAR ENDED DECEMBER 31, ENDED SEPTEMBER 30, ------------------------------------------------- ------------------- 1995 1996 1997 1998 1999 2000 ------------------------------------------------- ------------------- 12.41x(1) 16.59 21.58(2) 10.32(3) 18.22(4) 16.85(5) ---------------------------- (1) The ratio for the year ended December 31, 1995 includes a pre-tax restructuring charge of $79 million. (2) The ratio for the year ended December 31, 1997 includes a pre-tax gain on the sale of National Advertising Company of $803 million. (3) The ratio for the year ended December 31, 1998 includes a pre-tax restructuring charge of $493 million. (4) The ratio for the year ended December 31, 1999 includes a non-recurring net pre-tax gain of $100 million relating to gains on divestitures, litigation expense, an investment valuation adjustment, and a change in estimate that reduced the 1998 restructuring charge. (5) The ratio for the nine months ended September 30, 2000 includes a non-recurring net pre-tax gain of $51 million from the termination of a product marketing and distribution agreement, gains relating to asset dispositions, and non-recurring costs, primarily related to our decision to phase out the perfluorooctanyl chemistry. * For purposes of calculating the ratio, fixed charges consist of: * gross interest, including the interest component of ESOP benefit expense; * amortization of debt expense and discount or premium relating to any indebtedness; and * the portion of rental expense on operating leases considered to be representative of the interest factor therein. * The ratio of earnings to fixed charges is calculated as follows: